BROWN & BROWN, INC. — Director's Dealing 2014

Feb 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROWN & BROWN INC (BRO)
CIK: 0000079282
Period of Report: 2014-02-27

Reporting Person: BRIDGES C ROY (Regional President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock, $.10 par value	F	26390.0000	$29.4400	Disposed	106387.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.10 par value (PSP)	10404.0000	Direct
Common Stock, $.10 par value	810.0000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (15178.0000)	15178.0000	Direct
Stock Options	$18.4800	2018-02-26	Common Stock, $.10 par value (26000.0000)	26000.0000	Direct

Footnotes

F1: Shares were withheld by the Company solely to cover the income tax withholding requirements associated with the vesting of 65,200 shares under the Company's Performance Stock Plan ("PSP).

F2: Number of shares may vary due to dividend reinvestment.

F3: These securities were granted pursuant to the Company's PSP. Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person has voting rights and dividend entitlement with respect to a portion of these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions.

F4: Reporting Person disclaims beneficial ownership in shares owned by Spouse of Reporting Person.

F5: Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan").